TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2009 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
Terremark Worldwide, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Jefferies & Company, Inc., RBC Capital Markets Corporation, Piper Jaffray & Co. and TD Securities (USA) LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $420,000,000 aggregate principal amount of its 12.00% Senior Secured Notes due 2017 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the subsidiary guarantors of the Company named in Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of June 24, 2009, (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 29th, 2009 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
WHEREAS, Terremark Worldwide, Inc., a Delaware corporation (the “Company”) and the Grantors have entered into an Indenture dated as of June 24, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as trustee, (the “Trustee”) and the Guarantors party thereto.
SECURITY AGREEMENT Dated June 24, 2009 From TERREMARK WORLDWIDE, INC., and the other Grantors referred to herein, as Grantors to as Collateral TrusteeSecurity Agreement • June 29th, 2009 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
SECURITY AGREEMENT dated June 24, 2009 (this “Agreement”) made by Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 24) (the Company and the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to U.S. Bank National Association, (“US Bank”), as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the Parity Lien Representatives and the holders of Parity Lien Obligations (each as defined in the Collateral Trust Agreement and collectively, together with the Collateral Trustee, the “Secured Parties”).
COLLATERAL TRUST AGREEMENT dated as of June 24, 2009 among TERREMARK WORLDWIDE, INC., the Guarantors from time to time party hereto, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the Indenture, the other Secured Debt...Collateral Trust Agreement • June 29th, 2009 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of June 24, 2009 and is by and among Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, The Bank of New York Mellon Trust Company, N.A., as Trustee (as defined below), the other Secured Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
